Decision and Details
Prior disclosure document relating to the merger by absorption
As the Company holds all issued shares of the company being absorbed, no merger consideration will be paid or allocated.
The post-merger assets are expected to substantially exceed the liabilities, and no situation is currently anticipated in which the performance of obligations would be impaired by the income or cash flow position.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure document relating to the merger by absorption |
| Decision Date | 17 April 2026 (date of execution of the absorption-type merger agreement) |
| Implementation Date | 30 June 2026 (scheduled effective date; subject to change by agreement) |
| Quantity / scale | ヘリオステクノホールディング株式会社 holds all issued shares of ヘリオステクノインベストメンツ株式会社 |
| Impact on Business Performance | The post-merger assets are expected to substantially exceed the liabilities, and no situation is currently anticipated in which the performance of obligations would be impaired by the income or cash flow position. |
| Reason | As the Company holds all issued shares of the company being absorbed, no merger consideration will be paid or allocated. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 796, paragraph 2 of the Companies Act; and the main clause of Article 784, paragraph 1 of the Companies Act |
| Future plans | The absorption-type merger is scheduled to take effect on 30 June 2026. Any changes to these matters will be disclosed promptly. |
Items this document does not state (4)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.As the Company holds all issued shares of the company being absorbed, it has determined that it is appropriate not to pay merger consideration. It also states that the post-merger assets are expected to substantially exceed the liabilities and that no situation is currently anticipated in which the performance of obligations would be impaired.